Report on corporate governance and ownership 2011 - Indesit

More documents

Recommendations

Info

<strong>Report</strong> on corporate governance and ownership at 21 March 2012 on 2011 In 2005, IndesitCo introduced “silent periods” on average. In the seven business days prior to approval (and subsequent disclosure to the market) of financial statements, the Company does not authorize any director, executive or employee of the Group to make public any data, news or forecasts concerning the Group’s economic or financial performance or its reference market. The start and end dates of each silent period are posted on the website. It is standard practice at Shareholders’ Meetings to approve the Group parent company’s financial statements, and for the CEO to report on activities carried out, while the Chairman illustrates the Group’s values and prospects from the point of view of the shareholders. 10.2 Website The Company has also seen fit to enhance dialogue with shareholders by suitably upgrading its website (www.indesitcompany.com), which contains financial information (financial statements, interim and quarterly financial reports, presentations for analysts, trends in the Company’s share prices, a list of coverage of Company stock by financial analysts) and other data and documents of interest to shareholders 33 . Documentation remains on the site for at least two years. 10.3 Shareholders’ Meetings and rules Entitlement to participate in Shareholders’ Meetings and exercise voting rights is certified by a notice to the Company issued by a broker, on the basis of its accounting records, in favour of the subject entitled to vote by the seventh trading day prior to the date of the Meeting (record date). Said notices must be delivered to the Company in the manner indicated in the Notice of Meeting 34 . Regarding art. 11 of the Code, the By-laws do not provide for voting by correspondence or electronically in that this is not deemed useful given the Company’s ownership structure. Since 2001, the Company has had rules ensuring smooth and efficient conduct of their Shareholders’ Meetings and guaranteeing the right of all shareholders to intervene on the matters on the agenda. These rules were approved by a Shareholders’ Meeting and do not constitute an appendix to the Bylaws. They can be consulted on the Website. The Shareholders’ Meeting held on 3/5/2011 approved a number of modifications to the rules, mainly to bring them into line with the SHRD 35 . 11. Statutory Audit Committee The Statutory Auditors check the legality of the Company’s deeds and procedures by monitoring: • compliance with laws and the By-laws; • observance of sound business standards; 33. Such as, among others, the By-laws, rules for Shareholders’ Meetings, company officers, management committees, corporate governance information, governance procedures, the Code of Conduct and the Sustainability <strong>Report</strong>. 34. Rule amended by SHRD. 35. The modification proposed are detailed in the report to the shareholder’s. 30
<strong>Report</strong> on corporate governance and ownership at 21 March 2012 on 2011 • the adequacy of the Company’s organisational structure in connection with the ICS and the administrative-accounting system and the reliability of the latter in accurately representing business events; • implementation of corporate governance rules in accordance with the codes of conduct promulgated by financial market operators or professional bodies which the Company has publicly adopted; • the adequacy of the instructions imparted by the Company to Group companies pursuant to art. 114, clause 2, TUIF. Further, following the coming into force of Italian legislation in application of the European directive on Independent auditors, the Statutory Auditors act as an “Internal Control and Statutory Auditing Committee” which oversees: • the financial reporting process; • the effectiveness of the internal control, internal audit and risk management systems; • the statutory auditing of the separate and consolidated financial statements; • the independence of the Independent auditors, with special regard to any non-auditing services. In accordance with the RPT regulation, the Statutory Audit Committee monitors the conformity of the procedures adopted to the principles laid down in the Regulation and their application and reports thereon to the Shareholders’ Meeting pursuant to art. 2429, clause 2, c.c., or art. 153, TUIF. The Statutory Audit Committee does not have statutory auditing functions 36 . The By-laws (art. 22) require the Committee to be formed by three standing auditors and two alternate auditors and that appointments be made on the basis of lists submitted by shareholders representing at least 2% 37 of the shares with voting rights in ordinary Meetings. Under the Investor Protection Law, the chairman of the Statutory Audit Committee is appointed from a minority list. A shareholder that presents a list, on his/her own account or with others, must file with the registered office upon presentation of such list a certificate issued by authorized brokers proving entitlement to exercise rights and a declaration stating under his/her own responsibility that there is no connection with other lists presented, in accordance with the provisions of the applicable law. Motions to Shareholders’ Meetings proposing candidates for the post of Statutory Auditor must be lodged at Company headquarters at least twenty-five days before the date of the Meeting (1 st call). The choice of candidates must take into account the criteria established in current law and the Company’s By-laws. Nomination proposals must be accompanied by detailed information on candidates’ personal and professional profiles and by statements by the candidates that they accept candidacy, that there are no causes of ineligibility or incompatibility and that they possess the requisites for holding the post prescribed by law and the Company’s By-laws. 36. The law requires this to be done by Consob authorised independent auditors designated by the shareholders (see section 14). 37. Or any lower percentage subsequently required by law. 31
Page 1: Report on corporat
Page 4 and 5: Report on corp

Report on corporate governance and ownership 2011 - Indesit

Create successful ePaper yourself

Delete template?

Save as template?